Turning My Memories
by BowtiesAreCoolerThanTies
Summary: When Lionel and Marshall first meet on Marshall's first day at a new school there's already a little spark, but will they continue to see where it's going?
1. Chapter 1

**A/N: I dedicate this story to Mailine and this is not canon. It's going to be canon-ish at some points, at a lot of points tbh, but it's not all canon.**

**I don't own United States of Tara or the characters, even though I'd love to have a little Lionel and Marshall for myself.**

"Come and sit by our table." Lionel grinned up at the cute brunet who looked more like a lost puppy than a new student. "We're the right table for you. We're the gay table." The boy looked a bit nervous, but he sat down next to Lionel slowly. "I'm Lionel Trane, yes, that's my natural hair color, and no, I don't work out. I was just blessed with that perfect body." He laughed and the other boy smiled weakly.

"I'm Marshall. Th-this is my natural hair color, too, and I d-don't work out either."

"I can tell." Lionel chuckled and put his hand on Marshall's thigh. Marshall was cute. Very cute. Those brown eyes and the nerdy outfit were a total turn on. The way he'd walked around and looked for someone to belong to. Totally adorable. "I like guys that are more natural. I wear way too much product. If I would have to share it with someone…worst. Thing. Ever!"

Marshall blushed and, oh God, was that cute. His pale skin turned pink-ish and Lionel wasn't sure if he'd ever seen something that breathtaking. Marshall was so inexperienced and pure. Like a little boy who needed guidance.

"I-I'm sorry, Lionel, but I'm not looking for a boyfriend at the moment." Marshall whispered nervously and tried to push Lionel's hand off his thigh, even though it felt nice. He was afraid Lionel would just send him away now that he'd said he wasn't interested. That'd mean he'd be all alone. First Lionel just looked at him. Okay, that was it. He was upset. Then he started laughing. Now he made fun of him. Great! Marshall felt even more uncomfortable than he had before.

"I'm not looking for a boyfriend either." Lionel giggled and squeezed Marshall's thigh. "I'm not into deep relationships and labels and shit. I want to be your friend, mentor, maybe all of this with benefits." He winked at the other boy who just quickly looked at his food. "Maybe just the first two, depending on how comfortable you are with me. I won't do anything you don't want me to do."

Marshall's face was bright red now and he ate his vegetables quickly. "Adorable." Lionel grinned and went back to eating his apple. "You're my film class partner from now on. How about that?"

Marshall just nodded slowly. "You're in film class, too?"

"Obviously or I wouldn't have asked. How about we meet up at your house after school. I'm driving and you show me what you got."

Marshall stared at him with terror written all over his face. "W-what I got?" He whispered and his face went pale. "W-what do you mean?"

"Your film making devices, film collections, software. I'm not a pervert, silly." Lionel laughed loudly and scooted in closer. "Plus, I wanna see your wardrobe. I mean nerdy is cute, but you could dress sexier." He winked at him and got up as soon as the bell went off and announced the end of lunch break.

"My car. After school." Lionel chirped and left Marshall, who still had to process what just happened.

As soon as school was over Marshall got up and walked over to the students' parking lot. It was usually his dad who picked him up, but he'd texted him earlier that a friend would come home with him. He hadn't mentioned that it was a gay friend. A hot gay friend, but that didn't matter. Marshall wasn't shallow and Lionel seemed to be too open for him anyways. He was very flirtatious and less romantic, and the latter was very important for Marshall, since he, on the other hand, was a hopeless romantic.

He loved jazz music and old movies where beautiful men made beautiful women fall in love with them. Where no one even thought about being physical. It was just love. Billie Holiday could make a gloomy Sunday literally gloomy, but in a good way. He was melancholic and he valued his purity.

As soon as Marshall lifted his head he saw Lionel's blond hair and his beautiful hazel eyes. That boy was just breathtaking. How could someone like him even be remotely interested in him. He wasn't as popular as his sister was and he thought that if he'd ever have a guy all over him he'd be David Burtka-ish, but Lionel was Neil Patrick Harris' level.

"Hello sexy, ready to go and spend some time alone in your bedroom." He laughed and winked at Marshall, who immediately blushed. God, that boy was so adorable.

"Y-yes." Marshall nodded quickly and got into the car. "I can show you my collection of black and white films." He smiled nervously and Lionel just nodded as he started the car.

"I assume you don't drive. I saw your dad dropping you off this morning."

He'd seen Marshall? Wow. He looked at Lionel and nodded. "Yeah, I just haven't had the time and I think it's pointless, because you don't need a driver's license when you're living in New York." He explained and grinned proudly when he saw Lionel's impressed face.

"New York. Wow. I wish I could live there one day. The gay scene is huge and it's so fabulous. Can you take me with you when you live there?" He chuckled and smiled at Marshall when he nodded playfully.

"New York together." Marshall said and when he looked at Lionel he could feel something in his stomach moving. Being here with him felt right.

"New York together." Lionel repeated and took Marshall's hand carefully. This was just a little flirt, but it felt nice to flirt with someone his age instead of one of those freaky old men at the park. He liked Marshall and they definitely had a connection, maybe they could hang out more often.

**A/N: So, I don't know where this is going or when I'm going to update, but I don't expect many people to read this anyways since there are barely any stories for this show.**


	2. Chapter 2

**A/N: The song mentioned in the end is called Gloomy Sunday and it's by Billie Holiday. If the story goes the way I think it's going I might use that song a little bit more often.**

"So, you're a homo like Marshall?" Kate asked and looked at Lionel confused. "I mean your hair is dyed and all. No straight guy would make himself look like that, but you're so cute. That's such a loss for girls who like guys your age. I like older guys. They're more…mature."

"She means they're richer." Marshall whispered and rolled his eyes.

"Well, yes Kate. I am gay. Very gay and very happy with being gay, and I think the term homo is very insulting and I won't accept you and Marshall calling us that. It's unacceptable." Lionel simply said and continued eating. "This is really good, Marshall. I didn't expect you to be such a good cook and I didn't expect you to let me stay for dinner." He smiled and ran his fingers over Marshall's hand.

"No problem." The other boy said and quickly pulled his hand away. "And since mom can't really cook when she's someone who isn't Alice I guess I have to take care of that." He shrugged and continued eating, but was very proud of himself on the inside. Lionel was very sweet and the way he ate, cherishing every bite.

"So Alice is one of the other people?" Lionel asked slowly. This was freaky. His mom had different personalities. It was like in those books or movies, but he never thought that it was real or that he'd meet a person like that. Shouldn't they be locked up?

"It's alters. And yes, Alice is one of them, but I am myself and I've been myself for a long time now, Marshall. Can't we just have dinner?" Tara asked sternly and Marshall just rolled his eyes again.

"Whatever mom." Marshall sighed.

Lionel felt very uncomfortable in this situation. He hadn't wanted to start a fight, but apparently that was a topic which was not discussed at the dinner table. He made himself a mental note not to mention it again.

"You should come over to my place once in a while and cook for me. My dad doesn't live with us anymore and my mom doesn't care enough to cook. So I mostly just eat mac'n'cheese." He chuckled weakly. Normally Lionel wouldn't talk about his family. It was nobody's business and it should stay that way, but he felt so different around Marshall, like he could just tell him everything and he'd understand and be there for him.

"Your dad left? Why did he leave?" Max asked with his mouth full. What a man. He had some courage leaving his family alone. Probably living the life. Lucky son of a bitch.

"My mom has some…problems." Lionel sighed and looked at his food. "I don't feel comfortable discussing it here."

"Our mom has problems, too. Marshall probably told you all of it." Kate said and looked directly at Lionel. "Why can't you tell us? It can't be as bad as her."

"Thanks for being a lovely and nice daughter."

"Mom, it's true. Seriously. What's wrong with your mom?"

"What the fuck is wrong with you, Kate?" Marshall suddenly shouted. "He doesn't wanna talk about it! Why is that so hard to understand? Jesus Christ!" He got up and grabbed his plate. "We're gonna finish dinner upstairs in my room, Lionel!"

Marshall grabbed the other boy's hand and pulled him upstairs. He slammed his door and locked it.

"Thanks." Lionel said quietly and sat down on the floor. Suddenly all his confidence was gone and he just wanted to go home and lock himself up in his room.

"You don't need to thank me. They think everything is worse for them just because of my crazy mom, but other people have problems, too, and I don't want you to tell me what's wrong with your mom unless you're ready." Marshall whispered and sat down next to him.

"Thanks for being so understanding. It's…I'm gonna tell you one day, but until then we're just meeting here and we don't talk about my family, okay?" He asked nervously and leaned against Marshall. His arms felt good around him. Lionel felt safe. A feeling he rarely had.

Marshall nodded and hugged the blond boy tighter. "I'm gonna hug it better, okay?" He chuckled quietly and ran his fingers through Lionel's spiked hair. "Just finish your dinner and I'm gonna walk you to the car if you want to leave. You can also stay here if you want to. I don't mind sharing my bed. You can have one of my pajamas and we can cuddle until you're feeling better."

Lionel smiled weakly. "That sounds lovely. I think I might stay for a while, but then I'm gonna head home. I have to finish some homework and I have to take care of some other things. Plus, I never stay the night. If I wake up to another guy in the morning there's this awkwardness and I don't want that. So you can feel honored that I'm not sneaking out on you, because that's what I usually do." He blushed and looked up at Marshall. "That's just how I am. I don't like relationships and I don't like labels."

The brunet stared at him for a few seconds and then nodded. He couldn't understand how someone could treat his body like it was nothing. Waste it with every stranger he found. He wouldn't be like this. When he'd find the one he'd wait and make it special. "To each his own." He simply said and then looked at his food again. "I'm gonna turn on some music."

Marshall got up and let Billie Holiday fill the awkward silence while they finished their dinner. This was not how Marshall had expected this night would end, but on the other hand, what had he expected?

_Dearest the shadows_

_I live with are numberless_

_Little white flowers_

_Will never awaken you_


	3. Chapter 3

**A/N: I'm sorry. I've been at LeakyCon in London and so I haven't come around to update anything.**

**I don't own United States of Tara or those two wonderful boys.**

"Hey." Marshall grinned when he walked up to Lionel as soon as he saw him near his locker. He hadn't heard of him since he had left so suddenly. They had cuddled for a while and listened to good music, but then Lionel had looked at the clock and jumped up. "I gotta go." He'd said and run off.

"Oh, hey." Lionel mumbled and looked back at his locker. A locker could tell much about a person. Lionel had a few tiny rainbow flags in his, photos with him and some guys at a gay pride parade, a few small posters of James Dean and Obama stickers. He was very ambitious about having the rights and that's a thing Marshall admired. He wasn't sure if he could be this open like Lionel was. This outspoken. But something was wrong with the blond boy.

"What's wrong?" Marshall asked and causally leaned against the locker. "You seem so tense. Do you need a massage or something?" He chuckled nervously. Lionel didn't like labels, but Marshall did. Of course he knew they weren't dating. They'd just cuddled, but they were something. He didn't really like Lionel most of the time. He was so annoyingly loud and a horrible attention whore, but on the other hand he really liked him for the obvious reasons. He was handsome and when he talked about the things he loved he was so passionate.

"Nothing, mom!" Lionel sighed and slammed his locker close. He regretted it immediately. The way Marshall looked at him hurt him deep inside. It wasn't Marshall's fault he was feeling the way he was feeling. Marshall had only been there for him. "Sorry. I'm just…didn't get enough sleep. I…I'm sorry. I…" For a moment he wanted to tell Marshall everything. He wanted to tell him how it was when he got home. How he'd prefer living in the other boy's house instead of his place, but then he caught himself and put on a fake grin. "I was at this party and it was crazy. I made out with this guy and, you know. I just have a headache."

Marshall raised an eyebrow, but didn't say anything. He figured Lionel would just lie to him anyways. There was something more to the boy than what he wanted the outside to see. There was something he didn't want to tell anyone and so he pretended to not care, but he did care. Marshall felt it. Lionel did care a lot and Lionel wasn't happy with the way things were, however they were. "So are we going to class together, Li?"

"Li?" Lionel chuckled and looked directly at Marshall's beautiful eyes. He could just look at them forever. "We have pet names now? Can I call you, Marshmallow? I like that. I like Marshmallow. I'm going to call you Marshmallow from now on. And yes, Marshmallow, we're going to class together. I don't spend half the night at someone's house without going to class with him." Lionel laughed loudly and wrapped one arm around Marshall's hips. "Fabulous gays coming through!" He cheered and pushed through the crowd.

"No going home to you after school today?" Lionel asked after their last class together. He didn't want to invite himself to Marshall's, but he also didn't want to spend the afternoon alone. He leaned against the other boy's locker and grinned widely when he saw him grinning as well.

"Yes, going to my house after school. If you want to. If you don't think my house is too crazy." Marshall laughed loudly and suddenly Lionel's face was all smiles. It was great that he could make him smile that easily, especially since no one usually liked going to his house. And he didn't like people coming over either. He didn't admit it, but he thought his mother was embarrassing. He knew this wasn't her fault, but he couldn't change the way he felt, but he didn't care around Lionel, because it felt like Lionel didn't care.

"Are you insane, Marshmallow? I'd love to go to your house, hang out with your mom's /alters/, listen to some depressing, but wonderful songs by Billie Holiday." Lionel smiled and looked at Marshall with his big brown eyes. "And then I'm gonna leave in the middle of the night and you will miss me." He laughed and took his hand to pull him outside to the car. "I assume I'm driving."

Marshall nodded and looked at their hands. He liked the feeling of someone protecting him in some way. He knew this wasn't real protection and he knew this wasn't anything real, but he still liked it. He could pretend in his head that they were a fabulous couple in New York. They'd go out to see European movies and watch the sun go down from the balcony of their loft in Williamsburg.

"What's so great? You're smiling as if you knew what I have waiting in my car." Lionel grinned and looked at Marshall confused.

The brunet hadn't even realized he was smiling so much. It was just so great to imagine a life outside of this state. A life without worries and someone to care about. "N-nothing. I'm just daydreaming. Nothing special. What do you have in your car?"

"Wait and see." Lionel cheered when he opened the door. "Get in, Marshmallow. I hope you like it. I just found one CD in my house. My mom doesn't really listen to that kind of music and I think it was my grandmas. I assume we just got all her old records and I converted all of them to CDs a year ago and yeah." He blushed and started the car as soon as they were sitting.

"Oh God! I love that song!" Marshall cheered and hummed along.

Lionel just smiled widely when he saw Marshall's excitement. Maybe he did feel something for Marshall. Maybe, maybe not. Right now all he cared about was making the other boy happy and if that meant he was more than friends with him then so was it.

_I'll be seeing you_

_In all the old familiar places_

_That this heart of mine embraces_

_All day and through_

**A/N: I also don't own this song. It's I'll Be Seeing You by Billie Holiday. You might know that song from The Notebook. It's wonderful. Listen to it. Watch the movie. Just do it.**


	4. Chapter 4

**A/N: I don't own anything I write about. I changed a lot from canon, but I left a few things, because they kind of shaped Lionel in my opinion. So yeah. Don't hate.**

"Oh Marshall's taking his boyfriend to the art show!" Kate grinned and clapped her hands.

Oh shit, the art show. Marshall hadn't thought about that. "I haven't thought about that." He mumbled and looked at Lionel. "I'm sorry. You don't have to come. We…I can stay. It's just my mom's stupid thing. I don't even care about it." He blushed and bit his lip. He knew this was big to his mom, but Lionel seemed like he really needed him as well and his mom had so many guests over at the art show she wouldn't even notice him not being there.

"Art is cool" Lionel grinned and played with Marshall's hands. "I'd love to come if I don't intrude your family." He laughed and then looked at Kate. "And we're not boyfriends. We're just two gay guys hanging out. Don't you sometimes hang out with straight guys and don't have anything but a friendship-ish relationship?"

That made Marshall laugh. "No, she doesn't! She's had sex with every boy she met since kindergarten." He whispered and pulled Lionel up to his room. "Let's get ready. We need to look for something you can wear. This is classy, but not too classy. It needs to be fashionable, but not too much."

"I know what I'm gonna wear. Art show sounds like New York. New York sounds sexy. Let me just look at the stuff you have in your closet and I'm going to find something nice." Lionel smiled and walked up to Marshall's wardrobe. This was great. There were so many clothes. So many kinds of pants. So many shirts. So many shoes. So many ties. So much of everything. "Wow." He whispered and pulled out some tight pants which Marshall would never wear anyways and a nice v-neck.

-.-.-.-.-.-.-.-

"You look amazing." Marshall smiled and looked at Lionel. "Those pants look much better on you than on me." He took the other boy's hand and pulled him downstairs. This felt so amazing. Going to an art show with a cute boy. Going anywhere with a cute boy.

"I'm driving Marshmal…I mean Marshall to the show if you don't mind." Lionel smiled and played with his keys. "If that's alright with you." He said and turned to Marshall.

The brunet looked at him and giggled. "Why wouldn't it be? I drive with you after school. Why not to my mom's art show?" Marshall pulled Lionel outside. On the one hand he wanted to drive with the other boy so they had some time alone. He loved his family, but sometimes they annoyed him. They annoyed him quite often. He wanted to be able to look at Lionel without them seeing it and without Kate making a stupid comment. And he didn't want to risk a Jason déjà-vu. So alone time with Lionel was just fine. Even if he'd just use it to daydream about a relationship they'd never have.

-.-.-.-.-.-.-.-.-.-.-.-.-.-

"Wow, this is a real art show." Marshall whispered and looked around. "Look at these things. This looks amazing. I wonder if they're all my mom's."

The two boy walked through the garage, sometimes holding hands, sometimes not. Every time their fingers touched it was like an electric shock going through their body. They both felt it and knew the other one did, too. It was exciting and it made them feel closer than when they cuddled.

"It's really great. You know the only thing that's missing to make it feel like Williamsburg?" Lionel grinned and pulled Marshall towards the bathroom with a big grin on his face. "This." He held up a little bag with white powder and leaned against the door so nobody would disturb them.

"Shit, Lionel." Marshall whispered and suddenly went pale. "Is that even real? Where did you get that? You're not serious, right?" He ran his fingers through his hair nervously and shivered a little bit. "If the cops find this. If my parents find it…"

"Jesus, relax." Lionel sighed and walked up to him, holding him close by his hips. "This is fun. This is real. I got it from somewhere. You don't need to know where I got it from, but it's fine. We do it once and then it's fine." He whispered and played with Marshall's belt. "Marshmallow…" The blond pouted and ran one finger over his cheek. "Marshmallow, it's fine. No one will find out. I promise it's fine. It's just a little coke."

Marshall looked at Lionel with big eyes and then at the bag. "Just once?"

"Just once." Lionel nodded. "Promise."

The brunet boy nodded. "Okay. Let's do it. If it's just once it should be fine." He whispered and pulled away from Lionel to walk over to the sink. "You know how to do it? So it's not too much. I don't wanna die in here."

Lionel laughed and squeezed Marshall's hand. "We won't OD. I promise. I know what I'm doing." He rolled his eyes and spread the powder in a thin line. "I'm gonna start, okay? You don't have to do it if you don't want it." He said and snorted the coke. When he was done he stumbled back against the wall and grinned at the other boy.

"Feels pretty good." Marshall smiled at him and took Lionel's hands. "Now let's go. Let's go outside and look at some art." He chuckled and leaned in so their lips were almost touching. "We're going to be in Williamsburg one day and you and I and I promise this to you."

Lionel nodded. "I believe you. We're going to Williamsburg together." He grinned and just as he wanted to lean in for a kiss Marshall pulled away.

"Not so quick, blondie. We're looking at some art." And with that being said Marshall pulled him back out into the crowded garage. He didn't even see the people around him. It was like they were alone, surrounded by music and lights. He knew the people were there, but he didn't care. This was their time and so he would use their time by looking at paintings and sculptures, listening to music and the noise surrounding them.

_Don't reach too far_

_You will fall over_

_Don't be surprised what you discover_

**A/N: The song is You'll Find a Way by Santigold. Great song. I had it in mind when I wrote the chapter. I think it's kind of artsy and I don't know. Maybe I just think that way because she was at Coachella. And now that I mentioned Coachella I need to give Mailine a little shoutout again. Congratulations for passing your driving test. I knew you'd make it.**


	5. Chapter 5

**A/N: Sorry, I haven't really updated in a while, but I was at LeakyCon and then school started again and then I was in London with my school and now I'm back. Yay. So I hope you like this, I'm writing this A/N before I'm writing the thing, but I've actually planned it out and yeah.**

**Special thanks from Matty for his nice review, and when I read it I really knew I had to write a chapter again. Plus, I was kind of looking forward to this chapter.**

"Are you insane?" A voice from far away screamed and Lionel could feel how Marshall was pulled away from him. They'd been sitting on a couch for a while, just gazing at the ceiling, tired from all the walking around and dancing and laughing and just having fun in general. And now Marshall was suddenly gone and the voice kept yelling. "What do you think you're doing here? You're grounded and you won't see that boy again!" Whose voice was that? It was so far away. It was a man. He knew that voice.

"Dad! What's wrong with you! We didn't do anything!" Marshall suddenly yelled back. Dad. It was Marshall's dad.

"Oh, do you think I'm stupid? You took something. He's still high as a kite!" Max hissed and suddenly Lionel was able to focus more. They were talking about him.

"Listen Mister." Lionel started and got up. "Marshall is a good boy, okay?" He said and took Marshall's hand. He didn't want Marshall to get into trouble. "I made him, okay? It's not his fault."

"I think it's time for you to go home, blondie." Max hissed. "Go, or I'm calling the police! I can't believe this, Marshall! This is your mother's night. Can't you let her have her moment?"

"Dad, you're being unreasonable! First of all Lionel can't just walk home. Like you said he's high as a kite and he'd get hit by a car or worse. And secondly, mom has her moments every single day. She's always the center of this fucking universe. So how about you chill, and stop being so hypocritical. You drive Lionel home and then you can ground me, but I can't take you seriously, because you're the one who goes out and gets drunk when things are too hard for you."

Lionel just stared at the now breathless Marshall. _Wow_. He thought. _That boy really had to let off some steam._

"Fine." Max said after a while and grabbed his keys. "You take him in the car and take care of him. I don't want him to throw up."

A smile spread over Lionel's face when he felt Marshall's arm around his waist. He wouldn't admit it, but he liked being held, especially by Marshall. But then it suddenly hit him. "NO, I'M TAKING A CAB!" He yelled and tried to push Marshall off him. "I'm taking a cab. That's the best way."

Max rolled his eyes and Marshall ignored Lionel. He just walked him outside and to the car, ignoring the blond boy trying to pull away. This was ridiculous. Why couldn't he just cooperate? This would make everything so much easier. He'd known this was a stupid idea and now he had to be Lionel's babysitter and get probably grounded for forever.

Luckily for everyone Lionel became quiet when Max started the car. He only spoke when Max asked for the address. Marshall was surprised that he'd never heard of the street, but of course he couldn't know every street. Once Lionel was calmer Marshall ran his fingers through his hair.

"Let me out at Jason's Deli on Holly. I can walk from there." Lionel whispered when they drove down Paseo.

Marshall knew where the Jason's Deli was, but he didn't know that there were any houses close by. He looked at Lionel confused. He seemed to be somewhat clear –minded again, so why was he so stupid and wanted to walk for ages? "We're gonna drive you to your house, right dad?"

Max just nodded. "Wouldn't want you to walk around that area at night."

The Jason's Deli got more visible and Lionel became more tense with every second he was in the car. Marshall didn't understand. What was wrong? He focused on the other boy's hair again and tried to calm him down. "Shhhh…." Maybe he was just having withdrawals, even though that was ridiculous. "Shhhh, Li."

"We're here." Max said and stopped the car. "Now get him out of here."

Marshall glared at his father and looked up, not expecting what he saw. "Oh…"

"Yeah. 'Oh.'" Lionel mumbled and got out of the car quickly. "I'm gonna see you at school." He said quietly and then turned around, walking up to a little chain-link fence. There was a light turned on which made it possible to see that Lionel's car was parked on the front porch. There was a little trailer behind it.

"Is that where he lives?" Max asked quietly and watched the boy entering the trailer.

"I guess." Marshall whispered and bit his lip. He didn't know the street, because he'd never been to the trailer park. He'd never known anyone. They were all…well, white trash to him and his family, but Lionel was different. He'd expected him to live in a mansion or at least a nice middle class house up in the Northeast Heights.

"Should we just go?" Max asked and still looked at the trailer, obviously confused as well.

"Yeah." Marshall nodded and looked at his fingers. "Let's just go."

**A/N: So this chapter didn't turn out to be as good as I wanted it to be. Sorry for that.**

**It's my birthday in 13 minutes.**

**The streets are in Albuquerque, so if you know them. Sorry, I've never been in the Midwest.**


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